Valero Interstate Transmission Company

First Revised Volume No. 1

Effective Date: 11/01/1991, Docket: GT91- 42-000, Status: Effective

Original Sheet No. 16 Original Sheet No. 16 : Superseded

RATE SCHEDULE ITS-1

Interruptible Transportation Service

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(continued)

9. ASSIGNMENT

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Neither party to any service agreement under this rate schedule shall

assign such service agreement or any interest therein or any property, real

or personal, acquired in connection therewith, without the prior written

consent of the other, except that either may assign all of its rights and

obligations thereunder to a corporation which shall succeed by purchase,

merger or consolidation to the properties substantially as an entirety of

the assigning party and which shall assume and agree in writing to perform

all of its duties and obligations under such service agreement. The fore-

going notwithstanding, Vitco and Shipper may assign or pledge its right,

title and interest in, and by virtue of, any service agreement under this

rate schedule, including any and all extensions, renewals, and amendments,

and supplements thereto, to a trustee or trustees, individual or corporate,

as security for bonds or other obligations or securities, without the

consent of the other party, and without such trustee or trustees assuming

or becoming in any respect obligated to perform any of the obligations of

the assignor, and, if any such trustee be a corporation, without its being

required by the parties to such service agreement to qualify to do business

in the state in which the performance of the service agreement may occur.

10. WAIVER

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No waiver by either party of any one or more defaults by the other in

the performance of any provisions of any service agreement under this rate

schedule shall operate or be construed as a waiver of any future default or

defaults, whether of a like or a different character.

11. CONTROLLING LAW

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The interpretation and performance of any service agreement under this

rate schedule shall be in accordance with the laws of the State of Texas,

without recourse to the principles of conflict of laws.

12. GENERAL TERMS AND CONDITIONS

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The General Terms and Conditions of Vitco's FERC Gas Tariff, First

Revised Volume No. 1, as such may be superseded or revised from time to

time, are applicable to this rate schedule and made a part hereof.